UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On May 21, 2024, Apollo Global Management, Inc. (the “Company”) issued $750,000,000 aggregate principal amount of its 5.800% Senior Notes due 2054 (the “Notes”) pursuant to a previously announced underwritten public offering (the “Offering”). The Notes were issued pursuant to an indenture, dated as of May 21, 2024 (the “Indenture”), among the Company, each of the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee. The Indenture is filed as Exhibit 4.1 hereto, and is incorporated by reference herein.
The Notes will bear interest at a rate of 5.800% per annum and will mature on May 21, 2054, unless earlier redeemed or repurchased. Interest on the Notes accrues from and including May 21, 2024 and is payable semi-annually in arrears on May 21 and November 21 of each year, commencing on November 21, 2024.
The Company intends to use the net proceeds from the sale of the Notes for general corporate purposes.
The Notes were sold pursuant to an effective automatic shelf registration statement on Form S-3 (the “Registration Statement”) (File No. 333-271275) filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 14, 2023. The terms of the Offering are described in a Prospectus dated April 14, 2023, as supplemented by a Prospectus Supplement dated May 16, 2024. The closing of the sale of the Notes occurred on May 21, 2024.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
| Item 8.01 | Other Events. |
The information set forth above under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 8.01.
Underwriting Agreement
In connection with the issuance and sale of the Notes, the Company entered into an underwriting agreement, dated May 16, 2024 (the “Underwriting Agreement”), with BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein, relating to the Notes. The Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated by reference herein.
Opinions of Counsel
The opinions of Paul, Weiss, Rifkind, Wharton & Garrison LLP and Walkers (Cayman) LLP, relating to the validity of the Notes and the related guarantees, are filed as Exhibits 5.1 - 5.13 hereto and are incorporated by reference into the Registration Statement.
| Item 9.01 | Financial Statements and Exhibits. |
The exhibits to this Current Report on Form 8-K (except Exhibit 104) are hereby incorporated by reference into the Registration Statement.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 21, 2024
| APOLLO GLOBAL MANAGEMENT, INC. | ||
| By: | /s/ Jessica L. Lomm |
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| Name: Jessica L. Lomm | ||
| Title: Vice President and Secretary | ||